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Six firms signed non-disclosure agreements to consider bids for business, letter reveals

The administrators of King & Wood Mallesons’ (KWM) European arm have released details of the sums raised by the break-up and sale of the business in a letter to creditors that also sheds light on the failed efforts to secure a single-firm takeover.

The report, sent to KWM’s creditors by Quantuma earlier this week (23 January), lists a breakdown of sales completed before and after the firm’s European, UK and Middle East (EUME) business went into administration on 17 January.

The sale of seven partners and their teams to Goodwin Procter – a deal completed prior to administration by KWM’s former adviser AlixPartners – totalled £2.2m, of which £953,000 was deferred until the appointment of administrators on 17 January. Of that, £828,000 was allocated to KWM and £125,000 was allocated to KWM EUME services, the holding company for the firm’s employees.

Greenberg Traurig, which picked up six partners and their teams, made an initial payment on account of £100,000 for its deal. The administrator estimates the book value of work in progress (WIP) and accounts receivable as of 17 January to be £3.6m. The US firm will “provide details of gross realisations” on six dates between April 2017 and July 2018, according to the report. Five days after these dates, Greenberg is “obliged to pay 46% of amounts realised less amounts already paid to the administrators”.

DLA Piper, meanwhile, made an initial payment of £475,000 for an eight-partner team and accompanying WIP and accounts receivable, the book value of which the administrators estimate at £3.08m. Deferred considerations of £419,000 and £521,000 are due on 17 May 2017 and 17 September 2017, respectively.

Reed Smith’s sale contract, which covers 12 partners and their teams, will see the US firm pay percentages on WIP realisations and accounts receivable realisations. The report estimates WIP and accounts receivable at £1.7m and £2.1m, respectively. The firm has agreed to confirm receipts and settle deferred consideration on the last day of each month.

The report also details the value of the transfer of 11 partners, six employees, WIP and other assets – including the SJ Berwin name – to KWM China. The total amount payable is £1.25m, which has been split into five payments – £75,000 on signing the deal and four instalments of £293,750 between July 2017 and January 2019.

Additionally, the report reveals that shares in KWM’s affiliated Spain business, which will remain part of the new KWM Europe, were bought by the firm’s 10 Madrid partners for €60,101 (£48,000) on sale completion, plus €500,000 (£397,000) “payable in part repayment of intra-group debts”.

Separately, the report provides details of last year’s efforts to secure a single-firm takeover of KWM’s European arm, revealing that six firms signed non-disclosure agreements to consider a bid for the business.

It states that AlixPartners commenced an “accelerated M&A” process on 21 November, which saw a shortlist of seven potential interested parties approached about a deal. Two of those seven firms declined the offer to pursue a deal, with one other firm then approached.

The six remaining interested parties then signed non-disclosure agreements and were granted access to “a virtual data room”, before meeting with KWM’s senior management to discuss a deal.

Offers were received from four parties but no offers were received for the business as a whole. The report states that “a combination of four offers received covered KWM’s business in the UK” and that it was agreed that all four offers would be progressed.

The report states that one of those final four parties was considered the “preferred bidder” but that “this bidder advised that they were no longer interested in substantially all of KWM and instead only wanted to acquire circa 20 partners’ WIP, accounts receivable and files”.

Legal Week reported on 9 December that US firm Winston & Strawn had been identified by multiple sources as the “frontrunner” to take over a large portion of the business. Dentons was also understood to have been considering a deal to take over a significant portion of the EUME business, although that interest ended around 13 December.

The creditors letter also confirms that the administrators have retained approximately 45 staff to assist with “the compression of the firm’s complicated affairs”.

KWM’s European collapse is the largest ever failure in the UK legal market. On its filing for administration, Quantuma estimates that KWM had “approximately 5,000 clients and 12,000 active live matters”.

The report states that as of 30 November 2016, UK WIP totalled £9.4m and UK accounts receivable (including unbilled disbursements) totalled £27.7m.